SUPER GROUP LIMITED - Dealing in securities by a director and the company secretary

Dealing in securities by a director and the company secretary

Super Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1943/016107/06)
Share code: SPG
ISIN: ZAE000161832
(“Super Group”)

DEALING IN SECURITIES BY A DIRECTOR AND THE COMPANY SECRETARY

1. In compliance with paragraphs 3.63 to 3.66 of the Listings Requirements,
   shareholders are advised that a director and the company secretary of
   Super Group have, in terms of the Share Appreciation Right Scheme 2005
   (“the Scheme”), been issued shares in terms of previously accepted grants
   that have vested.

  Shareholder approval of the Scheme was obtained at the 2005 Annual
  General Meeting. All rights have conditions attached and are subject to
  the rules of the Scheme. The Remuneration Committee approved the grants
  and the required clearance in terms of paragraph 3.66 of the Listings
  Requirements was obtained.

  The Scheme supports the principle of aligning management and shareholder
  interests. Performance conditions governing the vesting of these rights
  are intended to be stretching but achievable. The performance conditions
  are related to headline earnings per share increasing by 2% per annum
  above the Consumer Price Inflation Index over the three year performance
  period ended 30 June 2013. The grants are conditional upon the
  participant remaining employed during the performance period.

  The grants that have vested have been awarded in terms of performance
  conditions for the Financial Year ended 30 June 2013 and the shares have
  been issued to the following director and company secretary.

   Name of          Number of Share  Number of Shares Nature of interest
   director/company Appreciation     Issued (1)
   secretary        Rights (“SARS”)
   P Mountford               100 000            71 907 Direct, Beneficial
   N Redford                 300 000          215 720 Direct, Beneficial

   Date of transfer         19 December 2013
   Nature of transaction    Issue of shares
   Class of securities      Ordinary shares
   Strike price of SARS     R7.30
   Strike date              19 December 2013
   Exercise Price of SARS   R25.9800
   Vesting date             Following approval by the Remuneration
                            Committee based on the audited results for
                            the year ended 30 June 2013

  (1)   The number of shares issued is calculated by the total gain on the
        SARS, which is the difference between the strike price and the
        exercise price multiplied by the number of SARS. The gain is then
        divided by the exercise price to determine the number shares issued.
2. In compliance with paragraphs 3.63 to 3.66 of the Listings Requirements,
   Super Group advises that it has been informed of the following dealings
   in its shares:

   Executive Director         Peter Mountford
   Company                    Super Group
   Date of transaction        19 December 2013
   Nature of transaction      Sale of shares on market
   Nature of interest         Direct, beneficial
   Class of securities        Ordinary shares
   Clearance to deal          Yes
   Number of shares sold      71 907
   Highest Price              R26.2500
   Lowest Price               R26.0000
   Volume Weighted Average    R26.0977
   Price
   Total value of
   transaction                R1,876,607.31

   Company Secretary          Nigel Redford
   Company                    Super Group
   Nature of interest         Direct, beneficial
   Class of securities        Ordinary shares
   Clearance to deal          Yes
   Number of shares sold      215 720
   Highest Price              R26.2500
   Lowest Price               R26.0000
   Volume Weighted Average    R26.0977
   Price
   Total value of
   transaction                R5,629,795.84

   The sale represents 20% of Peter Mountford’s and 66% of Nigel Redford’s
   already vested Share Options. The transactions are not a reflection of
   their views on the Group and simply represent diversification of
   investments.

  The required clearance per paragraph 3.66 of the Listings Requirements
  was obtained.


Sandton
23 December 2013

Sponsor: Deutsche Securities (SA) Proprietary Limited

Date: 23/12/2013 03:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.